Ms. Miriam Tuerk reports

CLEAR BLUE CLOSES CONVERTIBLE DEBENTURE FINANCING, RAISES $2.2M

Clear Blue Technologies International Inc. has successfully closed the second (and final) tranche of its private placement offering previously announced on Aug. 6, 2024, and Sept. 4, 2024, in the aggregate principal amount of up to $2.5-million of unsecured convertible debentures at a price of $1,000 per debenture. The second tranche of the offering consisted of gross subscriptions of $800,578 in principal debentures, and $2,206,990 collectively across both tranches of the offering.

The debentures, issued in the second tranche carry the same terms as the first tranche. The debentures bear interest from the applicable issuance date at 14 per cent per annum until the date that is 36 months following the closing date (the maturity date). The principal amount of the debentures will be convertible into units of the company at the option of the holder at any time prior to the close of business on the last business day immediately preceding the maturity date, at a conversion price of 10 cents per unit, subject to adjustment in certain events.

Each unit will comprise: (i) one common share of the company; and (ii) one-half of one common share purchase warrant. Each warrant will be exercisable to acquire one common share at an exercise price of 15 cents per common share, subject to adjustment in certain events, until the maturity date; provided however, the company will have the right to accelerate the expiry date of the warrants to a date which is not less than 21 days after the date on which a written notice is provided to the holders of warrants if the daily volume weighted average trading price of the common shares is greater than 25 cents (subject to adjustment in certain events) for any 10 consecutive trading days on the TSX Venture Exchange.

Beginning on the date that is one year following the closing date, but subject to receipt of any required approvals, the company may force the conversion of all of the principal amount of the then outstanding debentures at the conversion price on not less than 21 days of notice should the daily volume weighted average trading price of the common shares be greater than 25 cents (subject to adjustment in certain events) for any 10 consecutive trading days on the TSX-V.

Certain directors and officers of the company (collectively, the insiders) participated in the offering, and, as such, the offering constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-10"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. No special committee was established in connection with the offering or the participation of the insiders, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto. Further details will be included in a material change report that will be filed by the company in connection with the completion of the second closing of the offering. Closing of the participation of insiders in the offering remains subject to the approval of the TSX-V.

Fees of $5,740 and 22,400 broker warrants at a price of 10 cents were paid as finders' fees in the first tranche of the offering.

The net proceeds received by the company will be used for working capital purposes. The closing of the offering is subject to the satisfaction of customary conditions, including the approval of the TSX-V. All securities issued under the offering remain subject to a statutory four-month hold period.

Additionally, the company is correcting the disclosure of Clear Blue entering into debt settlement agreements with a consultant of the company to settle indebtedness from $132,200 to $167,223 in exchange for the issuance of 3,040,418 warrants from 2,203,333 warrants of the company, convertible to equal number of common shares at a price per share of 5.5 cents from six cents, thereby allowing the company to preserve additional cash and improve its balance sheet. This amendment is subject to the approval of the TSX-V.

About Clear Blue Technologies International Inc.

Clear Blue Technologies International, the leader in smart power, was founded on a vision of delivering clean, managed, wireless power to meet the global need for reliable, low-cost, solar and hybrid power for lighting, telecom, security, Internet of Things devices and other mission-critical systems.

We seek Safe Harbor.